CONSULTANCY AGREEMENT

This Consultancy Agreement is made on 05-07-2024 by and between

Mr. Sayed Fahim Sayed Zada
Residing at
4th District ,Sheberghan,sheberghan,Jawzjan - 1901,
Afghanistan.
(hereinafter referred to as the “Consultant”) and
Euro Exim Bank Ltd,
having its registered office at
1st Floor, La Place Creole Building, Rodney Bay, Gros-Islet, St. Lucia, West Indies
(hereinafter referred to as the “Company”).

The Company and Consultant may collectively be referred to as the “Parties” and individually as the “Party”

WHEREAS
(1) The Company is a Class A licensed bank and is inter alia; in the business of issuance and relay of trade finance instruments
facilitating global trade.
(2) Consultant is in the business of brokering and introducing financial products and services of companies and business.
(3) The Company desires to retain the Consultant as an independent contractor to perform consulting services for the
Company and the Consultant is willing and qualified to perform such services, on terms set forth more fully below.
(4) The Company pursuant to the terms and conditions set forth agrees and undertakes to remunerate the Consultant for the
services rendered herein.

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and the mutual promises,
covenants, conditions, representations and warranties herein contained and subject to the terms and conditions hereinafter set
out, the parties agree as follows:

1. DEFINITIONS
In this Agreement, the following terms shall have the following respective meanings:
(a) “Agreement” means this Consultancy Agreement and any exhibits hereto.
(b) “Effective Date” means the date first written above.
(c) “Term” means the period commencing on the Effective Date and terminating as set forth in Paragraph 6 hereof.
(d) “Territory” means Afghanistan.

2 SERVICES & COMPENSATION

2.1 Subject to the terms and conditions set out in this Agreement, the scope of work to be performed by the Consultant shall
be as set out in Exhibit A which is incorporated herein by this reference (the “Scope of Work”).

2.2 Subject to the provisions of this Agreement, the Consultant shall be entitled to commissions as a percentage of the
charges/revenues received by the Company in respect of each transaction introduced/ facilitated/ referred to by the Consultant or
referred to by the Company as attached in Exhibit A to this agreement. (the “Commission”). These commission percentages
may be varied from time to time at the sole discretion of the Company.

2.3 The Consultant’s commission (as above) shall be payable within fourteen (14) days of the Company’s receipt of its
fees/charges from the business/transaction facilitated by the Consultant. For the avoidance of doubt, no commission payment
shall be due or payable by the Company to the Consultant in respect of any business which has been originated from the
Consultant’s sales generation, unless and until the Company receives its fees/charges in respect of such business/ transaction
and the transaction has been completed in all respects
2.4 The Consultant in an independent contractor and shall be responsible for payment of the relevant statutory taxes, including
inter alia; any corporate/ income/ withholding tax, medical insurances and pension contributions on the commissions earned by
the Consultant from the Company (as applicable).

2.5 Notwithstanding the Consultant’s own responsibility for such tax and insurance matters, in the event the Company under
current or future legislation is found liable to deduct such tax and/or insurance contributions in respect of payment made to the
Consultant under this Agreement, such tax and/or insurance contributions shall be deductible from any sums due to the
Consultant under this Agreement.

2.6 For the avoidance of doubt, nothing in this Agreement shall constitute or create a partnership or relationship of
employment between the Company and the Consultant

3 CONFIDENTIALITY
3.1 “Confidential Information” means any Company proprietary information, technical data, trade secrets or know-how,
including, but not limited to, product plans, products, services, clients, client lists, markets, marketing, finances or other
business information disclosed by the Company either directly or indirectly in writing or orally or by drawings, as well as
confidential or proprietary information received by the Company from third parties as described at Paragraph 3.3.

3.2 The Consultant shall not, during or subsequent to the Term, use the Company’s Confidential Information for any purpose
whatsoever other than the performance of the Scope of Work on behalf of the Company, and shall not disclose the Company’s
Confidential Information to any third party, and it is understood that said Confidential Information shall remain the sole
property of the Company. The Consultant further agrees to take all reasonable precautions to prevent any unauthorized
disclosure of such Confidential Information. Confidential Information does not include information which (i) is lawfully known
to the Consultant at the time of disclosure to the Consultant by the Company as evidenced by written records of the Consultant,
(ii) has become publicly known and made generally available through no wrongful act of the Consultant or (iii) has been
rightfully received by Consultant from a third party who is authorized to make disclosure of the information.

3.3 The Consultant recognizes that the Company has received and in the future will receive from third parties their
confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such
information and to use it only for certain limited purposes. The Consultant agrees that the Consultant owes the Company and
such third parties, during the Term and thereafter, a duty to hold all such confidential or proprietary information in the strictest
confidence and not to disclose such information to any person, firm or corporation or to use it except as necessary in carrying
out the Scope of Work for the Company and in a manner consistent with the Company’s agreement with such third party.

3.4 Upon the termination of this Agreement, or upon Company’s earlier request, Consultant will deliver to the Company all of
the Company’s property or Confidential Information in tangible form that Consultant may have in Consultant’s possession or
control.

4 CONSULTANT’S OBLIGATIONS
4.1 The Consultant’s obligations and the detailed methodology thereof is set out in Exhibit A – SCOPE OF WORK

4.2 The Consultant shall in carrying out the Scope of Work, comply at all times, with all relevant laws and regulations,
including but not limited to anti-bribery laws, and shall obtain and maintain any licenses, permits, consents, approvals and
registrations as may from time to time be necessary to carry out the Scope of Work and generally in its performance of this
Agreement. Without prejudice to the generality of the foregoing, the Consultant shall comply with the Personal Data Protection
Act, as may be amended from time to time, and all applicable statutory provisions, regulations and guidelines pertaining to
protecting data privacy and confidentiality.

4.3 The Consultant hereby agrees to be bound by and comply the Company’s rules and regulations governing the use of the
Company’s data, information and internet/email policy.

4.4 The Consultant will not project themselves as an employee of the Company, to any third parties,
5 CONFLICTING OBLIGATIONS
5.1 The Consultant certifies that the Consultant has no outstanding agreement or obligation that would preclude the
Consultant from complying with the provisions hereof and further certifies that the Consultant will not during the Tenure of this
Agreement, enter into an arrangement/(s) that constitute a conflict of interest with the Consultant’s obligations to the Company.

5.2 In view of the Consultant’s access to the Company’s trade secrets and proprietary know-how, the Consultant further
agrees that Consultant will not, without the Company’s prior written consent, render services identical or substantially similar to
the Scope of Work under this Agreement for any third party during the Term and for a period of twelve (12) months after the
termination of this Agreement.

6 TERM AND TERMINATION

6.1 This Agreement will begin on the Effective Date and will continue for a period of twelve (12) months from the date
hereof (the “Term”), and will be automatically extended for further terms of one year each, unless agreement is terminated in
writing.

6.2 The Company may terminate this Agreement by giving the Consultant two (2) months’ written notice

6.3 The Company may terminate this Agreement immediately and without prior notice for Cause as defined in this Paragraph.
For purpose of this Agreement, “Cause” shall mean any of the following: (1) an intentional unauthorized use or disclosure of the
Company’s confidential information or trade secrets by the Consultant, which use or disclosure causes material harm to the
Company, (2) a material breach by the Consultant of any agreement between the Consultant and the Company, (3) gross
negligence or willful misconduct of the Consultant.

6.4 Upon termination, pursuant to this Paragraph:

(i) the Consultant shall cease to provide the services and market and sell the products set out in Exhibit A;

(ii) the Consultant shall immediately cease to represent itself as an independent contractor of or as otherwise acting for the
Company and the Consultant shall return or (at the Company’s request) destroy all Confidential Information and other property
(including all marketing, promotional and sales material relating to the Scope of Work) of the Company then in its possession or
control, and certify in writing that this has been done;

(iii) all rights and duties of the Parties toward each other shall cease except;

(a) That the Company shall be obliged to pay, within thirty (30) days of the effective date of termination, all amounts
owing to the Consultant (less any deductions/ withholdings deemed necessary by the Company in its sole discretion), if any, in
accordance with the provisions of Paragraph 2 hereof, and

(b) Paragraphs 3 (Confidentiality), 5.2 (Conflicting Obligations) and 8 (Independent Contractor) shall survive
termination of this Agreement.

6.5 The termination of this Agreement, howsoever arising, will be without prejudice to any rights of the Parties hereto in
respect of any antecedent breach.

7. SUCCESSORS AND ASSIGNMENT

7.1 The Consultant shall not assign this Agreement or any right under this Agreement without the prior consent of the
Company. For clarity this means that the Consultant may not subcontract, assign or transfer any of the work set out in the
attached schedule to any other person or entity without the written consent of the Company. The Company may assign this
Agreement to any of its affiliates, successors or wholly-owned subsidiaries, provided, that such assignment will not relieve the
Company of its obligations hereunder

7.2 This Agreement and all rights under this Agreement shall be binding upon and inure to the benefit of and be enforceable
by the Parties hereto and their respective personal or legal representatives, executors, administrators, heirs, distributees,
devisees, legatees, successors and assigns.
8. INDEPENDENT CONTRACTOR
8.1 Nothing in this Agreement shall in any way be construed to constitute the Consultant as an agent, employee or
representative of the Company, but the Consultant shall perform the Scope of Work as an independent contractor. The
Consultant agrees to furnish all tools and materials necessary to accomplish its obligations under this Agreement and shall incur
all expenses associated with its performance

8.2 The Consultant acknowledges and agrees that the Consultant is obligated to report as income all compensation received
by the Consultant pursuant to this Agreement, and the Consultant agrees to and acknowledges the obligation to pay all self-
employment and other taxes thereon. The Consultant hereby agrees and undertakes to fully indemnify the Company and hold
the Company harmless from and against any and all claims, costs, liabilities, damages or losses incurred by the Company arising
out of a breach by the Consultant of any of the above obligations. The Consultant further agrees to indemnify the Company and
hold it harmless to the extent of any obligation imposed on Company (i) to pay withholding taxes or similar items or (ii)
resulting from the Consultant’s being determined not to be independent contractor notwithstanding this Paragraph 10.

9. INJUNCTIVE RELIEF
The Consultant agrees that it would be impossible or inadequate to measure and calculate the Company’s damages from
any breach of the covenants set forth in Paragraphs 3, 4 or 5 herein. Accordingly, the Consultant agrees that if the Consultant
breaches Paragraphs 3, 4 or 5, the Company will have available, in addition to any other right or remedy available, the right to
obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific
performance of any such provision.

10. ENTIRE AGREEMENT

This Agreement constitutes the full agreement between the Parties in relation to the subject matter of this Agreement and
supersedes any or all prior oral and written agreements and understandings with respect to the subject matter hereof. No
representation, warranty, condition, understanding and agreement of any kind with respect to the subject matter shall be relied
upon by the Parties except those contained in this Agreement. The failure of either Party to strictly enforce any particular term
of this Agreement shall not constitute waiver or estoppel.

11. INTERPRETATION AND WAIVER

11.1 No condoning, excusing or overlooking by the Company of any default, breach, non-observance or non-performance by
the Consultant at any time or times of any of the Consultant’s obligations herein contained shall operate as a waiver of the
Company’s rights hereunder in respect of any antecedent continuing or subsequent default, breach, non-observance or non-
performance or so as to defeat or affect in any way the rights and remedies of the Company hereunder in respect of any such
antecedent continuing or subsequent default, breach, non-observance or non-performance and no waiver by the Company shall
be inferred from or implied by anything done or omitted by Company, unless expressed in writing and signed by the Company.
Any consent given by the Company shall operate as a consent only for the particular matter to which it relates and in no way,
shall be considered as a waiver of release of any of the provisions hereof nor shall it be construed as dispensing with the
necessity of obtaining the specific written consent of the Company in the future, unless expressly so provided.

11.2 Any notice required to be served hereunder shall, if to be served on the Consultant, be sufficiently served if addressed to
the Consultant and sent by prepaid post to or delivered at the Consultant’s last known address and, if to be served on the
Company, be sufficiently served if addressed to the Company and sent by prepaid post to or delivered at the address given
above or the Company’s last known address or registered office. A notice sent by post shall be deemed to have been received
by the Consultant or the Company (as the case may be) at the time when in due course of post, it would be delivered at the
address to which it is sent or by email to the personal email address of the Consultant as available in the Company records.

11.3 Unless the context otherwise requires:

(i) words importing any gender includes neuter, masculine and feminine genders, and vice versa;
(ii) words importing the singular include the plural and vice versa;

11.4 Headings used in this Agreement are for ease of reference only and shall not affect the interpretation or construction of
this Agreement.
12. INDEMNITY
Notwithstanding anything to the contrary herein, the Consultant agrees and undertakes to indemnify and hold the
Company harmless against all costs, charges, damages, losses, expenses, actions, suits, proceedings and claims (including
without limitation legal costs and expenses on a full indemnity basis) if the same arises out of or in connection with the
Consultant’s acts or omissions which are not in accordance with this Agreement or with the Company’s rules, regulations or
policies or with any applicable law, rule, reputation or custom governing such business operations, provided always that the
Consultant’s acts or omissions relate to misrepresentations made at the time of performance of services herein and/were
unknown to Company at all material times before the notification of such dispute or action.

13. VARIATION
This Agreement may not be amended or modified except by an agreement signed by the Party against whom enforcement
or any modification or amendment is sought.

14. SEVERABILITY
If one or more provisions of this Agreement are held to be illegal or unenforceable, in whole or in part, under applicable
law, the Parties hereby agree to renegotiate such provisions in good faith. In the event that the Parties cannot reach a mutually
agreeable and enforceable replacement for such provision(s), then;
(i) such term or provision or part thereof shall to that extent be deemed to be excluded from this Agreement
(ii) the remainder of the Agreement shall be interpreted as if such provision were so excluded; and
(iii) the remainder of the Agreement shall be enforceable in accordance with its terms.

15. RIGHTS OF THIRD PARTIES

A person who is not a Party to this Agreement has no rights to enforce or enjoy the benefit of any term of this Agreement,
unless expressly provided otherwise herein.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of St. Lucia. Each Party irrevocably
submits to the non-exclusive jurisdiction of the courts of St. Lucia for any dispute, controversy or claim arising out of or in
connection with this Agreement (including a dispute regarding the existence, validity, enforceability or termination of this
Agreement).

SIGNED BY KAUSHIK PUNJANI

DigiSigned
For and on behalf of Euro Exim by
Bank Limited
[email protected]
om
Date: 08-07-2024
12:34:51 AM IST
________________________
CONSULTANT NAME: Sayed Fahim Sayed Zada
Designation: TFE
Empanelment Number: EEB/AF/24/63538
ID Proof Name:National ID
ID Proof Number:1400-0201-45092
Date: 05-07-2024
 EXHIBIT A

SCOPE OF WORK

A. Obligations
The Consultant will

1. Carry out the work detailed in the schedule(s) attached to this agreement according to the timetable detailed in the
schedule and/or the brief provided by the Company;

2. Assign ownership of any written information, documents and records gathered during the course of this Agreement to the
Company;

3. Provide periodic reports to the Company as instructed by the Company.

B. Services
The Consultant hereby agrees to offer a range of services (the “Services”) from local to international trade for the Company
to support the sale of its trade instruments, funding, account opening and correspondent banking (collectively the “Products”);

(a) to introduce and promote the Company’s financial products to the potential customers in the Territory;

(b) to develop new and profitable trade finance channels in varied industries, & segments in the Territory;

(c) to support the sale of the Products;

(d) to arrange a good deal and close transactions between confirmed customers and the Company specifically Trade
finance Marketing (issuing letters of credit, factoring, export credit and insurance, SBLC etc.;

For the avoidance of doubt, the Consultant will not: (i) issue/ cause the issuance of any financial instrument/(s) through
another financial institution; or (ii) accept any deposit/payments (cash or otherwise) from customers for the transactions being
contemplated and discussed on EEB’s behalf to its own accounts.

C. Fees
Consultant shall be entitled to commissions as a percentage of the charges/revenues received by the Company in respect of
each transaction introduced/ facilitated/ referred to by the Consultant or referred to by the Company as attached in Appendix A
to this agreement. (the “Commission”). These commission percentages may be varied from time to time at the sole discretion of
the Company. The Consultant’s commission (as above) shall be payable within fourteen (14) days of the Company’s receipt
of its fees/charges from the business/transaction facilitated by the Consultant. For the avoidance of doubt, no commission
payment shall be due or payable by the Company to the Consultant in respect of any business which has been originated from
the Consultant’s sales generation, unless and until the Company receives its fees/charges in respect of such business/ transaction
and the transaction is deemed completed in all respects.

D. Representations and Warranties

1. The Consultant hereby represents and warrants to the Company that it holds and will at all times continue to hold any
licenses, permits, consents, approvals and registrations as may from time to time be necessary to carry out the Scope of Work
and/or to perform its obligations under this Agreement.

2. Each Party represents and warrants to the other that:

(i) (where the Party is a non-individual) it is duly organised, established and validly existing and in good standing, under
the laws of the jurisdiction where it is organised, established or incorporated;

(ii) this Agreement is legal, valid and binding on it and (where applicable) the persons signing this Agreement on its
behalf are duly authorised to do so;

(iii) it has the power and capacity to enter into this Agreement and carry out its obligations hereunder and has taken all
necessary action (corporate or otherwise) to authorise such execution, delivery and performance; and

(iv) its execution, entry into, delivery and performance of this Agreement and the exercise of its rights and performance
of or compliance with its obligations under any or all of the terms of this Agreement do not and will not: (1) require
authorisation, consent or approval of any person which has not already been obtained, (2) violate any agreement, provision of
any applicable laws, or any order, judgment, injunction, decree, licence, permit, authorisation or consent to which the Party is
subject, or any determination or award of any courts or any judicial, regulatory, administrative or governmental authority or
organisation applying to the Party, or (3) (where the Party is a non-individual) contravene or conflict with any provision of any
of the Pardepositsty’s constitutional documents.

3. Each Party shall notify the other immediately on it becoming aware of the occurrence of any event or fact that would
constitute a breach of this Agreement, or any representation or warranty as referred to in paragraphs D1 (in which case the
Consultant shall immediately notify the Company) or D2 above being or ceasing to be true, accurate, correct, complete or
complied with in any respect.

4. Additional Conditions
(a) The Consultant shall not engage in any legal correspondences with external parties and shall accordingly not bind the
Company into any contract, admission of liability or responsibility and agrees to fully indemnify the Company for any and all
losses incurred by the Consultant’s negligent/ fraudulent actions.

(b) The Consultant shall mark a copy of all their emails to the individuals delineated in the introductory pack.

(c) The Consultant shall not communicate either directly or indirectly with financial institutions, beneficiaries or any
third-party banks without the prior written authorization of the Company.

(d) The Consultant shall make clear to all customers and prospective customers that it is the independent contractor of the
Company only to the extent provided for in this Agreement, and shall not pledge the credit of the Company, enter into any
compromise with customers or otherwise incur any obligation on behalf of the Company or Euro Exim Bank, except as
expressly provided for under this Agreement or with the Company’s prior written consent.

(e) The Consultant in carrying out services for the Company shall not act as a financial adviser or provide any type of
financial advisory service.

(f) The Consultant shall use its best endeavours, and act with all reasonable care and skill, to promote the Products and to
seek to enhance the reputation and goodwill of the Company, in each case, in the Territory.

(g) The Consultant shall comply with the reasonable Instructions of the Company in connection with any dispute, claims
or proceedings in connection with the Products or any customer, but shall not otherwise be involved in or take any action in
connection with any such dispute, claims or proceedings other than with the prior written consent of the Company.
 APPENDIX A

COMMISSION STRUCTURE

Consultant Name: Sayed Fahim Sayed Zada

Empanelment Number: EEB/AF/24/63538

Effective Date: 05-07-2024

Description Commission as a % of Company Revenues

in respect of each transaction introduced/ 7.5 %
facilitated/ referred to by the Consultant
in respect of each transaction introduced/ 6.5 %
facilitated/ referred to by the Company